Exhibit 10.33(e)



# AMENDMENT NUMBER SIX
to the
Warehouse Loan and Security Agreement
  Dated as of February 10, 2000
as Amended and Restated to and including March 21, 2002
  among
 AAMES CAPITAL CORPORATION
AAMES FUNDING CORPORATION
and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

This
AMENDMENT NUMBER SIX is made this 14th day of May, 2003, among AAMES
CAPITAL CORPORATION and AAMES FUNDING CORPORATION, each having an address at 350
South Grand Avenue, Los Angeles, California 90071 (each, a
Borrower and collectively, the Borrowers)
and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600
Steamboat Road, Greenwich, Connecticut 06830 (the Lender), to
the Warehouse Loan and Security Agreement, dated as of February 10, 2000 as
amended and restated to and including March 21, 2002, by and between the
Borrowers and the Lender, as amended (the Agreement).
Capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Agreement.

# RECITALS

WHEREAS,
the Borrowers have requested that the Lender agree to amend the Agreement to
extend the Termination Date thereunder to September 30, 2003 and the Borrower
sand the Lender have agreed to make such additional modifications to the Loan
Agreement as more expressly set forth below;

WHEREAS,
as of the date of this Amendment, the Borrowers represent to the Lender that
they are in compliance with all of the representations and warranties and all of
the affirmative and negative covenants set forth in the Agreement and are not in
default under the Agreement;

WHEREAS,
the Borrowers and the Lender have agreed to amend the Agreement as set forth
herein.

NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and for the mutual covenants herein contained,
the parties hereto hereby agree as follows:

SECTION
1. Effective as of May 14, 2003, Section 1 of the Agreement is hereby amended by
deleting clause 13 to the definition of Collateral Value and replacing it with
the following:

| | (13)
if such Mortgage Loan is a Wet Loan and the Collateral Value of such Mortgage
Loan when added to the aggregate Collateral Value of all other Wet Loans exceeds
$50,000,000; provided that, such amount shall be reduced by 50% in the event
that the Guarantor has cash, Cash Equivalents and unused borrowing capacity on
unencumbered assets that could be drawn against (taking into account required
haircuts) under committed warehouse and repurchase facilities in an amount less
than either (a) $20,000,000, or (b) $15,000,000 in the event that, Aames Capital
has unused committed sale capacity on unencumbered assets that could be sold
under the Capital Z Residual Sale Agreement in an amount equal to not less than
$10,000,000;
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SECTION
2. Effective as of May 14, 2003, Section 1 of the Agreement is hereby amended by
deleting the definition of Termination Date and replacing it with the following:

| | Termination
Date shall mean September 30, 2003, or such earlier date on which this
Warehouse Agreement shall terminate in accordance with the provisions hereof or
by operation of law.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
3. Effective as of May 14, 2003, Schedule 1 to the Agreement is hereby amended
by deleting representation (g) and replacing it with the following:

| | (g)
Compliance with Applicable Laws. Any and all requirements of any federal,
state or local law including, without limitation, usury, truth-in-lending, all
applicable predatory and abusive lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity or disclosure laws
applicable to the Mortgage Loan have been complied with, the consummation of the
transactions contemplated hereby will not involve the violation of any such laws
or regulations, and the Borrower shall maintain or shall cause its agent to
maintain in its possession, available for the inspection of the Lender, and
shall deliver to the Lender, upon two Business Days request, evidence of
compliance with all such requirements.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
4. Effective as of May 14, 2003, Schedule 1 to the Agreement is hereby amended
by deleting representation (ay) and replacing it with the following:

| | (ay)
No Mortgage Loan is (a) subject to the provisions of the Homeownership and
Equity Protection Act of 1994 as amended (HOEPA), (b) a high
cost mortgage loan, covered mortgage loan or
predatory mortgage loan or any other comparable term, no matter how
defined under any federal, state or local law, or (c) subject to any comparable
federal, state or local statutes or regulations, including, without limitation,
the provisions of the Georgia Fair Lending Act, the City of Oakland, California
Anti-Predatory Lending Ordinance No. 12361 or any other statute or regulation
providing assignee liability to holders of such mortgage loans.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
5. Effective as of May 14, 2003, Schedule 1 to the Agreement is hereby amended
by deleting representation (aac) and replacing it with the following:

| | (aac)
No Mortgage Loan is a High Cost Home Loan within the meaning of the
Georgia Fair Lending Act (the Georgia Act). No Mortgage Loan which
is secured by a mortgaged property located in the State of Georgia was
originated prior to March 7, 2003.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 6. Defined  Terms.  Any terms  capitalized  but not otherwise  defined herein should have
the respective meanings set forth in the Agreement.

SECTION
7. Limited Effect. Except as amended hereby, the Agreement shall continue
in full force and effect in accordance with its terms. Reference to this
Amendment need not be made in the Agreement or any other instrument or document
executed in connection therewith, or in any certificate, letter or communication
issued or made pursuant to, or with respect to, the Agreement, any reference in
any of such items to the Agreement being sufficient to refer to the Agreement as
amended hereby.

SECTION
8. Representations. The Borrowers hereby represent to the Lender that as
of the date hereof, the Borrowers are in full compliance with all of the terms
and conditions of the Agreement and no Default or Event of Default has occurred
and is continuing under the Agreement.

SECTION
9. Governing Law. This Amendment Number Six shall be construed in
accordance with the laws of the State of New York and the obligations, rights,
and remedies of the parties hereunder shall be determined in accordance with
such laws without regard to conflict of laws doctrine applied in such state
(other than Section 5-1401 of the New York General Obligations Law).

SECTION
10. Counterparts. This Amendment Number Six may be executed by each of
the parties hereto on any number of separate counterparts, each of which shall
be an original and all of which taken together shall constitute one and the same
instrument.

[REMAINDER OF
THIS PAGE LEFT INTENTIONALLY BLANK]



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IN
WITNESS WHEREOF, the Borrowers and the Lender have caused this Amendment Number
Six to be executed and delivered by their duly authorized officers as of the day
and year first above written.

|                                                            |   
|----------------------------------------------------------- | --
|**AAMES
      CAPITAL CORPORATION**                         |   
|(Borrower)                                                  |   
|                                                            |   
|                                                            |   
|                                                            |   
|                                                            | By
|Name:
      Jon D. Van Deuren                               |   
|Title:
      Senior Vice President, Finance                 |   
|                                                            |   
|                                                            |   
|**AAMES
      FUNDING CORPORATION**                         |   
|(Borrower)                                                  |   
|                                                            |   
|                                                            |   
|                                                            | By
|Name:
      Jon D. Van Deuren                               |   
|Title:
      Senior Vice President, Finance                 |   
|                                                            |   
|                                                            |   
|**GREENWICH
      CAPITAL FINANCIAL 
      PRODUCTS. INC.** |   
|(Lender)                                                    |   
|                                                            |   
|                                                            |   
|                                                            |   
|                                                            | By
|Name:                                                       |   
|Title:                                                      |